Common use of Export Representations and Warranties Clause in Contracts

Export Representations and Warranties. If Seller is a U.S. company that engages in the business of either manufacturing or exporting defense articles or furnishing defense services, the Seller hereby certifies that it has registered with the U.S. Department of State Directorate of Defense Trade Controls and understands its obligations to comply with International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”). Seller represents and warrants that all Deliverables (as defined below) provided by Seller to Cadence under this Agreement: (1) shall not be subject to any controls, requirements or restrictions set forth under the ITAR; (2) to the extent that the Deliverables are subject to the EAR and except for prohibitions relating to exports or re-exports destined for countries listed in Country Group E of the EAR, shall be classified under the EAR, or be otherwise eligible for a license exception available under the EAR, such that the Deliverables may be exported from the United States, and thereafter re-exported to a country other than the United States (a “Foreign Country”), without first requiring authorization by, or notification to, the U.S. Department of Commerce’s Bureau of Industry and Security; and (3) to the extent that the Deliverables are of Foreign Country origin and are subject to export control laws or regulations promulgated in any Foreign Country, Deliverables shall be classified under such foreign laws or regulations such that the Deliverables may be imported into and exported from the United States, and thereafter re-exported to a Foreign Country (other than countries listed in Country Group E of the EAR), without first requiring authorization by, or notification to, any foreign governmental authority. “Deliverables” means all items supplied by Seller to Cadence under this Agreement, including without limitation goods, components, spare parts, accessories, software and technical data thereof; (4) Seller agrees that no technical data, information or other items provided by the Cadence will be provided to a foreign subsidiary or parent company of Seller and/or foreign national employees of Seller, without the express written authorization of Cadence and the Seller’s obtaining of the appropriate export license, technical assistance agreement or other requisite documentation for ITAR-controlled technical data or items. Seller shall immediately notify Cadence if it becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or its export privileges are denied, suspended or revoked; (5) The Seller represents that (i) the “Items”, and any parts or components thereof, that it is providing under this Agreement are not "defense articles" as defined in 22 C.F.R. sub section 120.6 of the ITAR and (ii) the services it is providing under this Agreement are not "defense services" as defined in 22 C.F.R. sub section 120.9 of the ITAR. The Seller acknowledge that this representation means that an official capable of binding the Seller providing such Items knows or has otherwise determined that such Items, parts and/or components thereof, are not listed on the ITAR's Munitions List at 22 C.F.R. sub section 121.1. Each Party agrees to reasonably cooperate with the other in providing, upon request of the other Party, documentation or other information that supports or confirms this representation; (6) To the extent that such “Items”, parts and/or components thereof, were specifically designed or modified for a military end use or end user, the Seller providing such Items shall notify the Buyer of this fact and shall also provide the Buyer with written confirmation from the United States Department of State that such Items, and all such parts or components thereof, are not subject to the jurisdiction of the ITAR as they are not listed on the US Munitions List.

Export Representations and Warranties. If Seller is a U.S. company that engages in the business of either manufacturing or exporting defense articles or furnishing defense services, the Seller hereby certifies that it has registered with the U.S. Department of State Directorate of Defense Trade Controls and understands its obligations to comply with International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”). Seller represents and warrants that all Deliverables (as defined below) provided by Seller to Cadence Verus under this Agreement: (1) shall not be subject to any controls, requirements or restrictions set forth under the ITAR; (2) to the extent that the Deliverables are subject to the EAR and except for prohibitions relating to exports or re-exports destined for countries listed in Country Group E of the EAR, shall be classified under the EAR, or be otherwise eligible for a license exception available under the EAR, such that the Deliverables may be exported from the United States, and thereafter re-exported to a country other than the United States (a “Foreign Country”), without first requiring authorization by, or notification to, the U.S. Department of Commerce’s Bureau of Industry and Security; and (3) to the extent that the Deliverables are of Foreign Country origin and are subject to export control laws or regulations promulgated in any Foreign Country, Deliverables shall be classified under such foreign laws or regulations such that the Deliverables may be imported into and exported from the United States, and thereafter re-exported to a Foreign Country (other than countries listed in Country Group E of the EAR), without first requiring authorization by, or notification to, any foreign governmental authority. “Deliverables” means all items supplied by Seller to Cadence Verus under this Agreement, including without limitation goods, components, spare parts, accessories, software and technical data thereof; (4) Seller agrees that no technical data, information or other items provided by the Cadence Verus will be provided to a foreign subsidiary or parent company of Seller and/or foreign national employees of Seller, without the express written authorization of Cadence Verus and the Seller’s obtaining of the appropriate export license, technical assistance agreement or other requisite documentation for ITAR-controlled technical data or items. Seller shall immediately notify Cadence Verus if it becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or its export privileges are denied, suspended or revoked; (5) The Seller represents that (i) the “Items”, and any parts or components thereof, that it is providing under this Agreement are not "defense articles" as defined in 22 C.F.R. sub section 120.6 of the ITAR and (ii) the services it is providing under this Agreement are not "defense services" as defined in 22 C.F.R. sub section 120.9 of the ITAR. The Seller acknowledge that this representation means that an official capable of binding the Seller providing such Items knows or has otherwise determined that such Items, parts and/or components thereof, are not listed on the ITAR's Munitions List at 22 C.F.R. sub section 121.1. Each Party agrees to reasonably cooperate with the other in providing, upon request of the other Party, documentation or other information that supports or confirms this representation; (6) To the extent that such “Items”, parts and/or components thereof, were specifically designed or modified for a military end use or end user, the Seller providing such Items shall notify the Buyer of this fact and shall also provide the Buyer with written confirmation from the United States Department of State that such Items, and all such parts or components thereof, are not subject to the jurisdiction of the ITAR as they are not listed on the US Munitions List.